Common use of RESTRICTIONS AND RESPONSIBILITIES Clause in Contracts

RESTRICTIONS AND RESPONSIBILITIES. 2.1 This is a contract for Services and the applicable hosted software will be installed, accessed and maintained only by or for Service Provider and no license is granted thereto. Subject to all terms of this Agreement, Service Provider hereby grants to Customer, for the term of this Agreement, a non-exclusive, nonsublicensable, non-transferable, non-assignable, royalty free license to use, reproduce and distribute internally within Customer’s business, and for Customer’s internal use only (and only in accordance with any applicable documentation), the documentation and data provided to Customer by Service Provider (the “Customer Data”). Customer will not (and will not allow any third party to), directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services (or any underlying software, documentation or data related to the Services); modify, translate, or create derivative works based on the Services or any underlying software; or copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or any underlying software; use the Services or any underlying software for timesharing or service bureau purposes or otherwise for the benefit of a third party; publish the Customer Data without the prior written consent of Service Provider; or remove any proprietary notices or labels. 2.2 Customer represents, covenants, and warrants that Customer will access and use the Services only in compliance with Service Provider’s standard access and security policies then in effect. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, “Equipment”). Customer shall be responsible for compliance with any and all applicable third party terms of service and privacy policies for platforms, networks and/or websites that they run their applications on, including but not limited to, Facebook, Android, Blackberry or iOS/App Store. 2.3 Customer shall be responsible for ensuring that such Equipment is compatible with the Services and complies with all configurations and specifications set forth in Service Provider’s published policies then in effect. Customer shall also be responsible for maintaining the security of the Equipment, the Account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of the Account or the Equipment with or without Customer’s knowledge or consent. 2.4 Customer represents and warrants that to the extent Customer grants Service Provider access to a third-party service so that Service Provider may perform certain Services for Customer, Customer has the right and authority under its agreement with such third party service provider to give Service Provider access to such third party service. 2.5 Customer agrees that it will not, directly or indirectly, solicit for employment or hire any employees, vendors, contractors or consultants of Service Provider or any of its affiliated entities during the term of this Agreement and for one (1) year after termination or expiration of the Agreement. 2.6 Upon approval by Customer, Service Provider may (i) produce and publish a case study on its website regarding the Customer’s use of the Services, and (ii) create self-promotional materials such as press releases, advertisements, brochures, etc. Upon approval by Customer, Customer shall provide a mutually agreeable quote with respect to Service Provider and the Services, to be used for Service Provider’s marketing and publicity purposes.

Appears in 6 contracts

Samples: Master Services Agreement, Master Services Agreement, Master Services Agreement

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RESTRICTIONS AND RESPONSIBILITIES. 2.1 This is a contract for Services and the applicable hosted software will be installed, accessed and maintained only by or for Service Provider and no license is granted thereto. Subject to all terms of this Agreement, Service Provider hereby grants to Customer, for the term of this Agreement, a non-exclusive, nonsublicensable, non-transferable, non-assignable, royalty free license to use, reproduce and distribute internally within Customer’s business, and for Customer’s internal use only (and only in accordance with any applicable documentation), the documentation and data provided to Customer by Service Provider (the “Customer Data”)1. Customer will not (and will not allow any third party to)not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas ideas, know-how or algorithms of relevant to the Services (or any underlying software, documentation or data related to the ServicesServices (“Software”); modify, translate, or create derivative works based on the Services or any underlying software; or copy Software (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services extent expressly permitted by Company or any underlying softwareauthorized within the Services); use the Services or any underlying software Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; publish the Customer Data without the prior written consent of Service Providerthird; or remove any proprietary notices or labels. 2.2 2. Customer represents, covenants, and warrants that Customer will access and use the Services only in compliance with Service ProviderCompany’s standard access and security published policies then in effecteffect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. 3. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, serverservers, software, operating systemsystems, networking, web servers, long distance servers and local telephone service the like (collectively, “Equipment”). Customer shall be responsible for compliance with any and all applicable third party terms of service and privacy policies for platforms, networks and/or websites that they run their applications on, including but not limited to, Facebook, Android, Blackberry or iOS/App Store. 2.3 Customer shall be responsible for ensuring that such Equipment is compatible with the Services and complies with all configurations and specifications set forth in Service Provider’s published policies then in effect. Customer shall also be responsible for maintaining the security of the Equipment, the AccountCustomer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of the Account Customer account or the Equipment with or without Customer’s knowledge or consent. 2.4 Customer represents and warrants that to the extent Customer grants Service Provider access to a third-party service so that Service Provider may perform certain Services for Customer, Customer has the right and authority under its agreement with such third party service provider to give Service Provider access to such third party service. 2.5 Customer agrees that it will not, directly or indirectly, solicit for employment or hire any employees, vendors, contractors or consultants of Service Provider or any of its affiliated entities during the term of this Agreement and for one (1) year after termination or expiration of the Agreement. 2.6 Upon approval by Customer, Service Provider may (i) produce and publish a case study on its website regarding the Customer’s use of the Services, and (ii) create self-promotional materials such as press releases, advertisements, brochures, etc. Upon approval by Customer, Customer shall provide a mutually agreeable quote with respect to Service Provider and the Services, to be used for Service Provider’s marketing and publicity purposes.

Appears in 2 contracts

Samples: Saas Agreement, Saas Agreement

RESTRICTIONS AND RESPONSIBILITIES. 2.1 This 4.1 Subscriber shall not (and shall not permit others to) do any of the following with respect to the Subscription Services: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, lend, distribute, time share, operate as a service bureau, or otherwise make any of the Subscription Services available for access by third parties; (ii) conduct any security scanning and/or penetration testing or use the Subscription Services in any way which is a contract for Services and the applicable hosted software will be installed, accessed and maintained only by or for Service Provider and no license is granted thereto. Subject to all terms of not in accordance with this Agreement, Service Provider hereby grants to Customer, for or in a way which adversely affects other subscribers and their use of the term Subscription Services; (iii) make any commercial use of this Agreement, a non-exclusive, nonsublicensable, non-transferable, non-assignable, royalty free license to use, reproduce and distribute internally within Customer’s business, and for Customer’s internal use only (and only in accordance with any applicable documentation), the documentation and data provided to Customer by Service Provider (the “Customer Data”). Customer will not (and will not allow Subscription Services or grant any third party to)any right to use the Subscription Services, directly whether or indirectly: not for any consideration. Subscriber shall not access or use the Subscription Services for developing or operating products or services intended to be offered to third parties; (iv) disassemble, reverse engineer, decompile, disassemble or otherwise attempt to discover derive the source code, object code algorithms or underlying structuretechnology included in the Subscription Services; (v) copy, ideas or algorithms of the Services (or any underlying software, documentation or data related to the Services); modify, translate, or create derivative works based on the Services or any underlying software; or copy (except for archival purposes), rent, lease, distribute, pledge, assignon, or otherwise transfer modify the Subscription Services; (vi) remove or encumber modify a copyright, trademark, logo or other proprietary rights notice or brand labeling in the Subscription Services; (vii) publish or release any benchmarking or performance data, or comparative study or analysis, applicable to the Subscription Services; (viii) circumvent, disable or otherwise interfere with security-related or access- related features of the Subscription Services; (ix) represent that it possesses any proprietary interest in the Subscription Services; or (x) directly or indirectly, take any action to contest Varonis’ Intellectual Property Rights in the Subscription Services or infringe them in any underlying software; use the Services or any underlying software for timesharing or service bureau purposes or otherwise for the benefit of a third party; publish the Customer Data without the prior written consent of Service Provider; or remove any proprietary notices or labels. 2.2 Customer way. Subscriber represents, covenants, and warrants that Customer Subscriber will access and use the Subscription Services only solely in compliance with Service Provider’s standard access this Agreement, the Documentation and security policies then in effect. Customer all applicable laws and regulations. 4.2 Subscriber shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect toconnect, access to or otherwise use the Subscription Services, including, without limitation, modems, hardware, serverservers, software, operating systemsystems, networking, and web servers, long distance and local telephone service servers (collectively, “Equipment”). Customer shall be responsible for compliance with any and all applicable third party terms of service and privacy policies for platforms, networks and/or websites that they run their applications on, including but not limited to, Facebook, Android, Blackberry or iOS/App Store. 2.3 Customer shall be responsible for ensuring that such Equipment is compatible with the Services and complies with all configurations and specifications set forth in Service Provider’s published policies then in effect. Customer Subscriber shall also be responsible for maintaining the security of the Equipment, the AccountSubscriber’s account(s), passwords password(s) (including but not limited to administrative and user passwords) and files, and for all uses of the Account Subscriber’s account or the Equipment. Under no circumstances shall Varonis be liable for any Equipment with and/or services needed for or without Customer’s knowledge used by Subscriber to connect, access or consentotherwise use the Subscription Services. 2.4 Customer represents 4.3 Subscriber is solely responsible for all activity occurring in and warrants through the Subscription Services by the Subscriber and anyone on its behalf. Subscriber shall use its best efforts to prevent unauthorized access to, or use of, the Subscription Services and will notify Varonis immediately, and in any event within 48 hours, in case of any unauthorized use of any password or account or any other known or suspected breach of security or privacy rights. 4.4 Subscriber acknowledges that the provision of the Subscription Services and the Services according to the extent Customer grants Service Provider access terms of this Agreement requires, and is contingent upon, the Subscriber’s full compliance with the requirements of this Agreement and the documents referred to a third-party service so that Service Provider may perform certain Services in this Agreement, including the Documentation, the SLA and any additional agreement signed between the parties or terms presented by Varonis. Xxxxxxx will not be liable for Customer, Customer has the right and authority under its agreement any failure which arises from Subscriber’s failure to comply with such third party service provider to give Service Provider access to such third party servicethis Section. 2.5 Customer 4.5 Subscriber shall be solely responsible for ensuring that its use of the Subscription Services, including without limitation Subscriber’s provision of Subscriber Data to Varonis through the Subscription Services, complies with all applicable laws (including, all privacy laws), rules, and regulations. 4.6 Subscriber acknowledges that the Subscription Services are subject to the U.S. Export Administration Regulations. Subscriber further agrees that it will notcomply with all financial sanctions and export control laws, regulations, and orders administered by the U.S. Government and/or, to the extent consistent with U.S. antiboycott law, comparable controls imposed by other governments having jurisdiction over activities under this Agreement (collectively, “Trade Control Laws”). Except as identified to and approved by Xxxxxxx in writing and subject to Subscriber’s compliance with any conditions Varonis deems necessary to comply with applicable law, Subscriber warrants and undertakes that neither Subscriber, nor any party or parties that individually or in the aggregate, own 50% or more of, or exercise control over, Subscriber, nor, to the best of Subscriber’s knowledge, any party authorized by Subscriber to use the Subscription Services, are subject to financial sanctions or other restrictions on receipt of goods or services imposed by any Trade Control Laws (collectively, “Restricted Parties”), including but not limited to any person (individual or entity) that is: (i) identified on the U.S. Treasury Department Specially Designated Nationals and Blocked Persons List or Sectoral Sanctions Identification List, or owned 50% or more, directly or indirectly, solicit by one or more such parties; (ii) subject to Directives 2 or 4 of U.S. Executive Order 14024 or other U.S. Executive Order imposing similar restrictions; (iii) identified on the U.S. Commerce Department Denied Persons List or Entity List; (iv) within the definition of the Government of Venezuela in Executive Order 13884, including parties it owns or controls or that act or have acted on its behalf; (v) located, organized, ordinarily resident in, operated from, or part of, controlled by, or acting for employment the government of, any country or hire region that is subject to a comprehensive U.S. embargo (including, without limitation, Cuba, Iran, North Korea, Venezuela, Syria, the Crimea region, the Donetsk People’s Republic, or the Luhansk People’s Republic); or (vi) located in any employeesnon-embargoed country that is subject to U.S. export control or goods-related financial sanctions imposing a requirement to obtain an export license from the U.S. government rather than using License Exception ENC for export, vendorsreexport, contractors or consultants in-country transfer of Service Provider the Client Program (currently only Belarus and Russia) (together with the embargoed countries “Restricted Countries”). Subscriber undertakes not to, and not to permit any party acting on Subscriber’s behalf to, install the Client Program and/or access the Subscription Services in, or directly or indirectly export, re-export, or transfer the Subscription Services to, or access or use or allow use of the Subscription Services from or by or on behalf of, any Restricted Country or Party in any manner that would result in a violation of any Trade Control Law by any person. It shall be deemed a material breach of this Agreement by Subscriber if Subscriber becomes a Restricted Party or otherwise becomes subject to government restrictions, whether such restrictions apply on Subscriber or on the region in which Subscriber is located, including any restrictions that result in a requirement not to use License Exception ENC and to instead obtain an export license or similar government authorization to supply Subscriber with products or services. Subscriber agrees to reasonably cooperate and assist Xxxxxxx or any of its affiliated entities during the term representatives with an audit, review or investigation of Subscriber’s compliance with applicable laws and regulations as set forth in this Section. In connection with such review, audit or investigation, Subscriber will deliver to Varonis all relevant records, information and documents reasonably requested by Xxxxxxx, and any such information shall be deemed as Subscriber’s Confidential Information. Subscriber will immediately rectify non-compliance as requested by Varonis. The foregoing is without derogating from any other right or remedy Varonis may have under this Agreement or under any applicable law. Notwithstanding Section 9.2, a breach by Subscriber of this Section shall entitle Varonis to terminate the Agreement and for one (1) year after termination or expiration of the Agreementany rights granted hereunder immediately, without prior notice to Subscriber. 2.6 Upon approval by Customer, Service Provider may (i) produce and publish a case study on its website regarding the Customer’s use of the Services, and (ii) create self-promotional materials such as press releases, advertisements, brochures, etc. Upon approval by Customer, Customer shall provide a mutually agreeable quote with respect to Service Provider and the Services, to be used for Service Provider’s marketing and publicity purposes.

Appears in 2 contracts

Samples: Services Agreement, Subscription Services Agreement

RESTRICTIONS AND RESPONSIBILITIES. 2.1 This is a contract for Services and the applicable hosted software a. End User will be installednot, accessed and maintained only by or for Service Provider and no license is granted thereto. Subject to all terms of this Agreement, Service Provider hereby grants to Customer, for the term of this Agreement, a non-exclusive, nonsublicensable, non-transferable, non-assignable, royalty free license to use, reproduce and distribute internally within Customer’s business, and for Customer’s internal use only (and only in accordance with any applicable documentation), the documentation and data provided to Customer by Service Provider (the “Customer Data”). Customer will not (and will not allow permit or assist any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services (Services, the Platform, or any underlying other software, documentation or data related to the Services), or any portion thereof; (ii) modify, translate, or create derivative works based on the Services or Platform (or any underlying software; part thereof), or copy (except for archival purposes)copy, publicly display, sell, sublicense, loan, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or Platform; (iii) remove, obscure or alter any underlying softwareproprietary notices (including but not limited to trademark and copyright notices) on any of the Services or Platform (or any portion thereof); (iv) use the Services or Platform for any underlying software benchmarking purposes, or for application service provider, timesharing or service bureau purposes purposes, or otherwise for the benefit of a third partyany purpose other than End User’s own internal use as contemplated by this EUSA; publish the Customer Data without the prior written consent of Service Provider; or remove any proprietary notices or labels. 2.2 Customer represents, covenants, and warrants that Customer will access and (v) use the Services only or Platform other than in accordance with this EUSA and in compliance with Service Provider’s standard access and security policies then in effect. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, “Equipment”). Customer shall be responsible for compliance with any and all applicable third party terms of service documentation and privacy policies for platforms, networks and/or websites that they run their applications on, applicable laws and regulations (including but not limited toto any applicable privacy, Facebookdata protection and intellectual property laws); (vi) take any action that imposes, Androidor may impose an unreasonable or disproportionately large load on PlanSource’s infrastructure as determined by PlanSource, Blackberry in its sole discretion, or iOS/App Storeotherwise interfere with the proper working of the Services, including conducting any load or penetration testing on the Services; (vii) upload invalid data, viruses, worms, or other software agents through the Services; or (viii) disable or bypass the measures that PlanSource may use to prevent or restrict access to the Services or use the Services or Platform in excess of service capacity limits or usage restrictions set in this EUSA or otherwise determined by PlanSource. End User acknowledges that the Services may include features to prevent use after the applicable term or use inconsistent herewith. End User will not make the Services or any part thereof available to any third party, including any third party who provides products or services similar to the Services, without first obtaining PlanSource’s express written consent. 2.3 Customer shall b. The successful implementation and ongoing use of the Services are contingent upon End User fulfilling its responsibilities in any applicable Service exhibit attached to this EUSA or the Client EUSA. PlanSource will not be responsible liable for ensuring that any delays or failure to provide the Services caused by End User’s failure to fulfill such Equipment is compatible responsibilities or otherwise comply with any requirements outlined in any Service exhibit. c. End User will cooperate with PlanSource in connection with the Services performance of this EUSA by making available such personnel and complies information as may be reasonably required and taking such other actions as PlanSource may reasonably request. d. End User will also cooperate with all configurations PlanSource in establishing a password or other procedures for verifying that only designated employees and specifications set forth in Service Provider’s published policies then in effectagents of End User have access to any administrative functions of the Services. Customer shall also End User will be responsible for maintaining the security of the Equipment, the Accountits account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of the Account or the Equipment with or without CustomerEnd User’s knowledge or consentaccount. 2.4 Customer represents and warrants that to the extent Customer grants Service Provider access to a third-party service so that Service Provider may perform certain Services for Customer, Customer has the right and authority under its agreement with such third party service provider to give Service Provider access to such third party service. 2.5 Customer agrees that it will not, directly or indirectly, solicit for employment or hire any employees, vendors, contractors or consultants of Service Provider or any of its affiliated entities during the term of this Agreement and for one (1) year after termination or expiration of the Agreement. 2.6 Upon approval by Customer, Service Provider may (i) produce and publish a case study on its website regarding the Customer’s use of the Services, and (ii) create self-promotional materials such as press releases, advertisements, brochures, etc. Upon approval by Customer, Customer shall provide a mutually agreeable quote with respect to Service Provider and the Services, to be used for Service Provider’s marketing and publicity purposes.

Appears in 2 contracts

Samples: End User Services Agreement, End User Services Agreement

RESTRICTIONS AND RESPONSIBILITIES. 2.1 This is a contract for Services and the applicable hosted software will be installed, accessed and maintained only by or for Service Provider and no license is granted thereto. Subject to all terms of this Agreement, Service Provider hereby grants to Customer, for the term of this Agreement, a non-exclusive, nonsublicensable, non-transferable, non-assignable, royalty free Client license to use, reproduce use the Software as provided herein is expressly contingent upon Client’s compliance at all times with the following terms and distribute internally within Customer’s business, and for Customer’s internal use only conditions (and only in accordance with any applicable documentation), the documentation and data provided to Customer by Service Provider (the “Customer Data”). Customer "Use Restrictions"): 5.1 The Client will not (and will not allow any third party to)not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas ideas, know-how or algorithms of relevant to the Services (or any underlying softwareSoftware, documentation or data related to the Services); modify, translate, or create derivative works based on the Services or any underlying software; or copy Software (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services extent expressly permitted by Company or any underlying softwareauthorized within the Services); use the Services or any underlying software Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; publish the Customer Data without the prior written consent of Service Providerthird; or remove any proprietary notices or labels. With respect to Software that is distributed or provided to Client for use on Client premises or devices, Company hereby grants Client a non-exclusive, non-transferable, non-sub-licensable license to use such Software during the Term only in connection with the Services. 2.2 Customer represents5.2 Client hereby agrees to indemnify and hold harmless Company against any damages, covenantslosses, liabilities, settlements and warrants expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that Customer will access arises from an alleged violation of the foregoing or otherwise from Client’s use of Services. Although Company has no obligation to monitor Client’s use of the Services, Company may do so and may prohibit any use of the Services only it believes may be (or alleged to be) in compliance violation of the foregoing, unless it may be interfering with Service Provider’s standard access and security policies then in effect. Customer the regular use of business of the Client. 5.3 The Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, serverservers, software, operating systemsystems, networking, web servers, long distance servers and local telephone service the like (collectively, “Equipment”). Customer shall be responsible for compliance with any and all applicable third party terms of service and privacy policies for platforms, networks and/or websites that they run their applications on, including but not limited to, Facebook, Android, Blackberry or iOS/App Store. 2.3 Customer shall be responsible for ensuring that such Equipment is compatible with the Services and complies with all configurations and specifications set forth in Service Provider’s published policies then in effect. Customer Client shall also be responsible for maintaining the security of the Equipment, the AccountClient account, passwords (including but not limited to administrative and user passwords) and files, files and for all uses of the Account Client account or the Equipment with or without Customerthe Client’s knowledge or consent. All costs incurred by Company to facilitate for changes in Client’s software or equipment will be reimbursed by Client. 2.4 Customer represents and warrants that to the extent Customer grants Service Provider access to a third-party service so that Service Provider may perform certain Services for Customer, Customer has the right and authority under its agreement with such third party service provider to give Service Provider access to such third party service. 2.5 Customer agrees that it will not, directly or indirectly, solicit for employment or hire any employees, vendors, contractors or consultants of Service Provider or any of its affiliated entities during the term of this Agreement and for one (1) year after termination or expiration of the Agreement. 2.6 Upon approval by Customer, Service Provider may (i) produce and publish a case study on its website regarding the Customer’s use of the Services, and (ii) create self-promotional materials such as press releases, advertisements, brochures, etc. Upon approval by Customer, Customer shall provide a mutually agreeable quote with respect to Service Provider and the Services, to be used for Service Provider’s marketing and publicity purposes.

Appears in 1 contract

Samples: Software License Agreement

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RESTRICTIONS AND RESPONSIBILITIES. 2.1 This is a contract for Services and the applicable hosted software will be installed, accessed and maintained only by or for Service Provider and no license is granted thereto. Subject to all terms of this Agreement, Service Provider hereby grants to Customer, for the term of this Agreement, a non-exclusive, nonsublicensable, non-transferable, non-assignable, royalty free license to use, reproduce and distribute internally within Customer’s business, and for Customer’s internal use only (and only in accordance with any applicable documentation), the documentation and data provided to Customer by Service Provider (the “Customer Data”). 3.1 Customer will not (and will not allow any third party to)not, directly or indirectly: (a) enable any person or entity other than Customer to access and use the Services under this Agreement; (b) attempt to gain unauthorized access to any Service or its relates systems or networks; (c) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas ideas, know-how or algorithms of relevant to the Services (or any underlying software, documentation or data related to the ServicesServices (“Software”); (d) copy, modify, translate, resell, distribute or create derivative works based on the Services or any underlying software; or copy Software (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services extent expressly permitted by Company or any underlying softwareauthorized within the Services); (e) use the Services or any underlying software Software for timesharing time sharing or service bureau purposes or otherwise for the benefit of a third party; publish the Customer Data without the prior written consent of Service Provider; or (f) remove any proprietary notices or labels. 2.2 3.2 Customer represents, covenants, and warrants that Customer will access and use the Services only in compliance with Service ProviderCompany’s standard access and security published policies then in effecteffect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. 3.3 The Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, serverservers, software, operating systemsystems, networking, web servers, long distance servers and local telephone service the like (collectively, “Equipment”). Customer shall be responsible for compliance with any and all applicable third party terms of service and privacy policies for platforms, networks and/or websites that they run their applications on, including but not limited to, Facebook, Android, Blackberry or iOS/App Store. 2.3 Customer shall be responsible for ensuring that such Equipment is compatible with the Services and complies with all configurations and specifications set forth in Service Provider’s published policies then in effect. Customer shall also be responsible for maintaining the security of the Equipment, the AccountCustomer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of the Account Customer account or the Equipment with or without Customer’s knowledge or consent. 2.4 Customer represents and warrants that to the extent Customer grants Service Provider access to a third-party service so that Service Provider may perform certain Services for Customer, Customer has the right and authority under its agreement with such third party service provider to give Service Provider access to such third party service. 2.5 Customer agrees that it will not, directly or indirectly, solicit for employment or hire any employees, vendors, contractors or consultants of Service Provider or any of its affiliated entities during the term of this Agreement and for one (1) year after termination or expiration of the Agreement. 2.6 Upon approval by Customer, Service Provider may (i) produce and publish a case study on its website regarding the Customer’s use of the Services, and (ii) create self-promotional materials such as press releases, advertisements, brochures, etc. Upon approval by Customer, Customer shall provide a mutually agreeable quote with respect to Service Provider and the Services, to be used for Service Provider’s marketing and publicity purposes.

Appears in 1 contract

Samples: Subscription Agreement

RESTRICTIONS AND RESPONSIBILITIES. 2.1 This is a contract for Services and the applicable hosted software will be installed, accessed and maintained only by or for Service Provider and no license is granted thereto. Subject to all terms of this Agreement, Service Provider hereby grants to Customer, for the term of this Agreement, a non-exclusive, nonsublicensable, non-transferable, non-assignable, royalty free license to use, reproduce and distribute internally within Customer’s business, and for Customer’s internal use only (and only in accordance with any applicable documentation), the documentation and data provided to Customer by Service Provider (the “Customer Data”). Customer will not (and will not allow any third party to), directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services (or any underlying software, documentation or data related to the Services); modify, translate, or create derivative works based on the Services or any underlying software; or copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or any underlying software; use the Services or any underlying software for timesharing or service bureau purposes or otherwise for the benefit of a third party; publish the Customer Data without the prior written consent of Service Provider; or remove any proprietary notices or labels. 2.2 Customer represents, covenants, and warrants that Customer will access and use the Services only in compliance with Service Provider’s standard access and security policies then in effect. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, “Equipment”). Customer shall be responsible for compliance with any and all applicable third party terms of service and privacy policies for platforms, networks and/or websites that they run their applications on, including but not limited to, Facebook, Android, Blackberry or iOS/App Store. 2.3 Customer shall be responsible for ensuring that such Equipment is compatible with the Services and complies with all configurations and specifications set forth in Service Provider’s published policies then in effect. Customer shall also be responsible for maintaining the security of the Equipment, the Account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of the Account or the Equipment with or without Customer’s knowledge or consent. 2.4 Customer represents and warrants that to the extent Customer grants Service Provider access to a third-party service so that Service Provider may perform certain Services for Customer, Customer has the right and authority under its agreement with such third party service provider to give Service Provider access to such third party service. 2.5 Customer agrees that it will not, directly or indirectly, solicit for employment or hire any employees, vendors, contractors or consultants of Service Provider or any of its affiliated entities during the term of this Agreement and for one (1) year after termination or expiration of the Agreement. 2.6 Upon approval by Customer, Service Provider may (i) produce and publish a case study on its website regarding the Customer’s use of the Services, and (ii) create self-promotional materials such as press releases, advertisements, brochures, etc. Upon approval by Customer, Customer shall provide a mutually agreeable quote with respect to Service Provider and the Services, to be used for Service Provider’s marketing and publicity purposes.

Appears in 1 contract

Samples: Master Services Agreement

RESTRICTIONS AND RESPONSIBILITIES. 2.1 This is a contract for Services and 2.1. Customer shall only use the applicable hosted software will be installed, accessed and maintained only by or for Service Provider and no license is granted thereto. Subject to all terms of this Agreement, Service Provider hereby grants to Customer, Product for the term of this Agreement, a non-exclusive, nonsublicensable, non-transferable, non-assignable, royalty free license to use, reproduce and distribute internally within Customer’s business, and for Customer’s internal use only (and only in accordance with any applicable documentation), the documentation and data provided to Customer by Service Provider (the “Customer Data”)Purpose. 2.2. Customer will not (and will not allow any third party to)not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas ideas, know-how or algorithms of relevant to the Services (or any underlying software, documentation or data related to the ServicesServices (the “Software”); modify, translate, or create derivative works based on the Services or any underlying software; or copy Software (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services extent expressly permitted by Company or any underlying softwareauthorized within the Services); use the Services or any underlying software Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; publish the Customer Data without the prior written consent of Service Providerthird; or remove any proprietary notices or labels. 2.2 2.3. Customer represents, covenants, and warrants that Customer will access and use the Services only in compliance regulations, including but not limited to the General Data Protection Regulation ((EU) 2016/679, GDPR) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time and any successor legislation to the GDPR or the Data Protection Xxx 0000 and anti-money laundering legislation. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with Service Providerany claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s standard access use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and security policies then may prohibit any use of the Services it believes may be (or alleged to be) in effectviolation of the foregoing. 2.4. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, serverservers, software, operating systemsystems, networking, web servers, long distance servers and local telephone service the like (collectively, “Equipment”). Customer shall be responsible for compliance with any and all applicable third party terms of service and privacy policies for platforms, networks and/or websites that they run their applications on, including but not limited to, Facebook, Android, Blackberry or iOS/App Store. 2.3 Customer shall be responsible for ensuring that such Equipment is compatible with the Services and complies with all configurations and specifications set forth in Service Provider’s published policies then in effect. Customer shall also be responsible for maintaining the security of the Equipment, the AccountCustomer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of the Account Customer account or the Equipment with or without Customer’s knowledge or consent. 2.4 Customer represents and warrants that to the extent Customer grants Service Provider access to a third-party service so that Service Provider may perform certain Services for Customer, Customer has the right and authority under its agreement with such third party service provider to give Service Provider access to such third party service. 2.5 Customer agrees that it will not, directly or indirectly, solicit for employment or hire any employees, vendors, contractors or consultants of Service Provider or any of its affiliated entities during the term of this Agreement and for one (1) year after termination or expiration of the Agreement. 2.6 Upon approval by Customer, Service Provider may (i) produce and publish a case study on its website regarding the Customer’s use of the Services, and (ii) create self-promotional materials such as press releases, advertisements, brochures, etc. Upon approval by Customer, Customer shall provide a mutually agreeable quote with respect to Service Provider and the Services, to be used for Service Provider’s marketing and publicity purposes.

Appears in 1 contract

Samples: Evaluation Agreement

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